1. General Principles / Scope of Application

1.1. These Terms and Conditions shall apply exclusively to all legal transactions between the Client and Artificial Consulting Services KG (hereinafter referred to as "AICS"). The version valid at the time of conclusion of the contract shall apply.

1.2. These Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in supplementary contracts.

1.3. Conflicting Terms and Conditions of the Client shall be invalid unless they are expressly recognized in writing by AICS.

1.4. In the event that individual provisions of these Terms and Conditions are or should become invalid this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision is to be replaced by a new one that comes as close as possible to the meaning and economic purpose of the invalid provision.

2. Scope of the Consulting or Services Contract and Possibility of Substitution

2.1. The scope of a specific consultancy or service contract shall be agreed on a case-by-case basis.

2.2. AICS shall be entitled to have the tasks incumbent upon her performed in whole or in part by third parties. Payment of the third party shall be made exclusively by AICS. No direct contractual relationship of any kind whatsoever shall be established between the third party and the Client.

2.3. The Client undertakes not to enter into any kind of business relationship with persons or companies used by AICS to fulfill her contractual obligations during or for a period of three years after termination of this contractual relationship. In particular, the Principal shall not commission such persons or companies to provide the same or similar consulting services as those offered by AICS.

3. Duty of the Client to Provide Information / Declaration of Completeness

3.1. The Client shall ensure that the organizational framework conditions at his place of business allow for the most undisturbed work possible during the performance of the consulting assignment, which is conducive to the rapid progress of the consulting process.

3.2. The Client shall also provide AICS with comprehensive information about previous and/or ongoing consulting projects, including those in other specialist areas.

3.3. The Client shall ensure that AICS is provided with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without being specifically requested to do so, and that AICS is being kept informed of all processes and circumstances relevant to the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the Consultant's work.

3.4. The Client shall ensure that its employees and any employee representatives (works council) established by law are informed of AICS's work prior to the commencement thereof.

4. Safeguarding Independence

4.1. The contracting parties undertake to be mutually loyal.

4.2. The contracting parties shall mutually undertake to take all appropriate precautions to prevent any risk to the independence of third parties and employees of AICS. This applies in particular to offers of employment by the Client or the acceptance of assignments for the employee's own account.

5. Reporting / Duty to report

5.1. AICS shall undertake to report to the Client on the progress of her work, that of her staff and, where applicable, that of any third parties engaged.

5.2. The Client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type of consulting assignment, after completion of the assignment.

5.3. AICS shall be free from instructions in the production of the agreed work and shall act at her own discretion and on her own responsibility. She shall not be bound to any particular place of work or any particular working hours.

6. Protection of Intellectual Property

6.1. The copyrights to the works created by AICS and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with AICS. They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client shall not be entitled to reproduce and/or distribute the work(s) without the express consent of AICS. Under no circumstances shall any unauthorized reproduction/distribution of the work give rise to any liability on the part of AICS - in particular for the accuracy of the work - towards third parties.

6.2. Violation of these provisions by the Client shall entitle AICS to terminate the contractual relationship immediately and prematurely and to assert other legal claims, in particular claims for injunctive relief and/or damages.

7. Warranty

7.1. AICS shall be entitled and obligated, regardless of fault, to correct any inaccuracies and defects in her services that become known. AICS shall inform the Client thereof without delay.

7.2. This right of the Client shall expire six months after the respective service has been rendered.

8. Liability / Compensation

8.1. AICS shall be liable to the Client for damages - except for personal injury - only in cases of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages caused by third parties engaged by AICS.

8.2. Claims for damages by the Client may only be asserted in court within six months of becoming aware of the damage and the party causing the damage, but at the latest within three years of the event giving rise to the claim.

8.3. The Client must provide proof that the damage is attributable to AICS's fault.

8.4. If AICS performs the work with the assistance of third parties and warranty and/or liability claims should arise against these third parties in this context, AICS shall assign these claims to the Client. In this case, the Client shall give priority to these third parties.

9. Confidentiality / Data Protection

9.1. AICS shall undertake to maintain absolute confidentiality concerning all business matters of which she becomes aware, in particular business and trade secrets, as well as any information she receives concerning the nature, scope and practical activities of the Client.

9.2. Furthermore, AICS undertakes to maintain confidentiality vis-à-vis third parties with regard to the entire content of the work and all information and circumstances received in connection with the preparation of the work, in particular also with regard to the data of the Client's customers.

9.3. AICS shall be released from the duty of confidentiality vis-à-vis any assistants and deputies of whom he makes use. However, AICS shall impose the duty of confidentiality on them in full and shall be liable for their breach of the duty of confidentiality in the same manner as for his own breach.

9.4. The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.

9.5. AICS shall be entitled to process personal data entrusted to her within the scope of the purpose of the contractual relationship. The Client shall guarantee AICS that all necessary measures have been taken for this purpose, in particular those required by the General Data Protection Regulation, such as the consent of the data subjects concerned.

10. Fee

10.1. Upon completion of the agreed work, AICS shall receive a fee in accordance with the agreement between the Client and AICS. The latter shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the progress made. The fee shall be due upon presentation of the invoice by AICS.

10.2. AICS shall issue an invoice with all legally required features entitling the Client to deduct input tax, insofar as AICS is entitled to do so.

10.3. Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the Client upon presentation of an invoice by AICS.

10.4. If the agreed work is not performed for reasons on the part of the Client or due to a justified premature termination of the contractual relationship by AICS, the latter shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee is agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The expenses saved shall be agreed at a flat rate of 30 percent of the fee for those services that AICS has not yet provided by the date of termination of the contractual relationship.

10.5. In the event of non-payment of interim invoices, AICS shall be released from her obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

11. Electronic Invoicing

11.1. AICS shall be entitled to send invoices to the Client in electronic form. The Client expressly agrees to the sending of invoices in electronic form by AICS.

12. Duration of the Contract

12.1. This Agreement shall generally end upon completion of the project.

12.2. Notwithstanding the above, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular

- if a contractual partner breaches material contractual obligations or

- if a contractual partner defaults on payment after the opening of insolvency proceedings or

.

- if there are justified concerns regarding the creditworthiness of a contractual partner in respect of whom insolvency proceedings have not been opened and this partner neither makes advance payments at the request of AICS nor provides suitable security prior to AICS's performance and the other contractual partner was not aware of the poor financial circumstances when the contract was concluded.

13. Final Provisions

13.1. The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

13.2. Amendments to the contract and these Terms and Conditions must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.

13.3. This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law. The place of performance shall be the place of business of AICS. The court at the place of business of AICS shall have jurisdiction in the event of disputes.

14. Out-of-Court Dispute Resolution

14.1. In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties shall mutually agree to consult registered mediators (according to the Austrian Civil Law Mediation Act) specializing in business mediation from the list of the Austrian Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the choice of commercial mediators or on the content of the mediation, legal action will be initiated at the earliest one month after the failure of the negotiations.

14.2. In the event that mediation fails or is terminated, Austrian law shall apply in any legal proceedings that may be initiated.

14.3. All necessary expenses incurred as a result of prior mediation, in particular also those for legal advisors called in, can be claimed as "pre-litigation costs" in court or arbitration proceedings as agreed.